Glencore PLC — Regulatory Filings 2011

May 19, 2011

This document comprises a pricing statement relating to the Global Offer of Ordinary Shares described in the price range prospectus published by Glencore International plc (the “Company”) on 4 May 2011 (the “Prospectus”) and has been prepared in accordance with the Prospectus Rules of the Financial Services Authority (the “FSA”) made under Section 73A of the Financial Services and Markets Act (as amended) (the “FSMA”) and in connection with the Global Offer and Admission. This document must be read in conjunction with the Prospectus. Capitalised terms used and not defined in this document have the same meaning as ascribed to them in the Prospectus. Prospective investors should read both this document and the entire Prospectus and, in particular, for a discussion of certain risks that should be considered in connection with the Company and an investment in the Ordinary Shares, see “Risk Factors” of the Prospectus. This document does not constitute or form part of any offer or invitation to buy, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, or the solicitation of an offer to buy, otherwise acquire, subscribe for, sell, otherwise dispose of or issue, Ordinary Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful in such jurisdictions.

Glencore International plc

(incorporated in Jersey under the Companies (Jersey) Law 1991 with registered number 107710)

Pricing Statement

Global Offer of 1,168,581,973 Ordinary Shares of U.S.$0.01 each at a price of 530 pence per Ordinary Share

Admission to the Premium Listing segment of the Official List and to trading on the London Stock Exchange and Secondary Listing on the Hong Kong Stock Exchange

Citi			Credit Suisse		Morgan Stanley
Joint Global Co-ordinator Joint Bookrunner Joint Sponsor			Joint Global Co-ordinator Joint Bookrunner		Joint Global Co-ordinator Joint Bookrunner Joint Sponsor
			Joint Bookrunners
BofA Merrill Lynch					BNP PARIBAS
			Co-Bookrunners
Barclays Capital			Société Générale		UBS Investment Bank
			Joint Lead Managers
Crédit Agricole CIB			HSBC		ING
			Co-Lead Managers
ABN AMRO	Banco Santander		DBS	Liberum Capital	Natixis		The Royal Bank of Scotland
			Co-Managers
BOC International	COMMERZBANK		Mizuho International plc	Rabobank International	Sberbank of Russia		Standard Chartered

Citi and Morgan Stanley have been appointed as UK Sponsors in relation to UK Admission. Citigroup Global Markets U.K. Equity Limited, Morgan Stanley and Credit Suisse have been appointed as Joint Global Co-ordinators. BNP Paribas, Citigroup Global Markets U.K. Equity Limited, Credit Suisse, Merrill Lynch and MSSL have been appointed as International Joint Bookrunners in relation to the International Offer. Citi Asia and Morgan Stanley Asia have been appointed as HK Sponsors in relation to HK Admission. BNP Paribas, Citi Asia, Credit Suisse Asia, Merrill Lynch Asia and Morgan Stanley Asia have been appointed as HK Joint Bookrunners in relation to the Hong Kong offer. Each of the UK Sponsors and the International Managers are authorised and regulated in the United Kingdom by the FSA and each of the HK Sponsors and the Hong Kong Managers is authorised and regulated in Hong Kong by the SFC and all of the Banks are acting exclusively for the Company and no one else in connection with the Global Offer and will not regard any other person (whether or not a recipient of this pricing statement) as a client in relation to the Global Offer and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for giving advice in relation to the Global Offer or any transaction or arrangement referred to in this document. Recipients of this document are authorised to use it solely for the purpose of considering the acquisition of the Ordinary Shares and may not reproduce or distribute this document, in whole or in part, and may not disclose any of the contents of this document or use any information herein for any purpose other than considering an investment in the Ordinary Shares. Such recipients of this document agree to the foregoing by accepting delivery of this document. The distribution of this document and the offer of the Ordinary Shares in certain jurisdictions may be restricted by law. No action has been or will be taken by the Company or the Underwriters to permit a public offering of the Ordinary Shares or to permit the possession, issue or distribution of this document (or any other offering or publicity materials or application form relating to the Ordinary Shares other than a separate prospectus issued by the Company in Hong Kong on 13 May 2011 in connection with the Hong Kong Offer (the “Hong Kong Prospectus”) in any jurisdiction where action for that purpose may be required. Accordingly, neither this document nor any advertisement or any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. In particular, this document is not for release, distribution, issue or publication or directed at investors or the public in Hong Kong and does not constitute an offer of, or the solicitation of an offer to subscribe for or buy, any Ordinary Shares, to the public in Hong Kong. Any members of the public in Hong Kong who wish to invest in the Company should make their investment decision solely on the basis of the information contained in the Hong Kong Prospectus. The offer, subscription and/or sale of the Ordinary Shares has not been and will not be registered under the U.S. Securities Act of 1933, as amended (the ‘‘Securities Act’’) or under the applicable securities laws of any state of the U.S. and, subject to certain exceptions, may not be offered or sold within the U.S. or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S under the Securities Act (‘‘Regulation S’’)). The Global Offer is being made (i) in the U.S. to certain qualified institutional buyers (each a ‘‘QIB’’) as defined in Rule 144A under the Securities Act (‘‘Rule 144A’’), that are also Qualified Purchasers (‘‘QPs’’) as defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended (the ‘‘Investment Company Act’’) in reliance on Rule 144A or another exemption from registration under the Securities Act and (ii) to persons who are not U.S. Persons (as defined in Regulation S) in offshore transactions in reliance on Regulation S. Each prospective subscriber and/or purchaser in the U.S. is hereby notified that the offer and sale of the Ordinary Shares to it may be made in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A. In addition, until 40 days after the commencement of the Global Offer, an offer or sale of any of the Ordinary Shares within the U.S. by any dealer (whether or not participating in the Global Offer) may violate the registration requirements of the Securities Act if the offer or sale is made otherwise than in accordance with Rule 144A or pursuant to another applicable exemption from registration under the Securities Act. The Company has not been and will not be registered under the Investment Company Act, and investors will not be entitled to the benefits of that Act. U.S. Persons will only be able to participate in the Global Offer if they are both (i) QPs and (ii) QIBs. Ordinary Shares acquired by any U.S. Person as provided for in paragraph 12 ‘‘Selling and transfer restrictions’’ of Section VIII: ‘‘Details of the Global Offer’’ of the Prospectus are not transferable except in compliance with the restrictions described in such paragraph. The Ordinary Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission (the ‘‘SEC’’), any other Federal or State Securities Commission in the U.S. or any other U.S. Regulatory Authority, nor have any such authorities passed upon or endorsed the merits of the Global Offer or confirmed the accuracy or determined the adequacy of this Prospectus. Any representation to the contrary is a criminal offence in the U.S. Any prospective subscriber and/or purchaser and any person (including, without limitation, a nominee or trustee) who has a contractual or legal obligation to forward this document to (or for the account of) any U.S. Person, or to any jurisdiction outside the United Kingdom, should read paragraph 12 ‘‘Selling and transfer restrictions’’ of Section VIII: ‘‘Details of the Global Offer’’ of the Prospectus. Investors should rely only on the information in the Prospectus and this document. No person has been authorised to give any information or to make any representations other than those contained in the Prospectus and this document in connection with the Global Offer and, if given or made, such information or representations must not be relied upon as having been authorised by or on behalf of the Company, the Directors, the Selling Shareholders or the Banks. No representation or warranty, express or implied, is made by any Bank or any selling agent as to the accuracy or completeness of such information, and nothing contained in this document is, or should be relied upon as, a promise or representation by the Banks or any selling agent as to the past, present or future. The contents of this document should not be construed as legal, financial, business or tax advice. Each prospective investor should consult his or her own legal adviser, financial adviser or tax adviser for legal, financial, business or tax advice in relation to any purchase or proposed purchase of Ordinary Shares. Prior to making any decision as to whether to subscribe for or purchase the Ordinary Shares, prospective investors should read both this document and the Prospectus in their entirety except that any application to subscribe for Ordinary Shares under the Hong Kong Offer should be made solely on the basis of the information contained in the Hong Kong Prospectus. In making an investment decision, prospective investors must rely upon their own examination of the Company and the terms of this document and the Prospectus or the Hong Kong Prospectus, including the risks involved. NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES (“RSA 421-B”) WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT, ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

The final Offer Price and the amount of transferable securities that are determinable by reference to the final Offer Price are as follows:

1. GLOBAL OFFER STATISTICS

Offer Price (per Ordinary Share) (1)		530p
Number of Ordinary Shares to be issued and sold in the Global Offer(2)		1,168,581,973
— New Offer Shares		922,713,511
— Sale Shares		245,868,462
Number of International Offer Shares		1,137,331,973
Number of Hong Kong Offer Shares		31,250,000
Percentage of the issued ordinary share capital to be issued and sold in the Global Offer(2)		16.9%
Number of Ordinary Shares subject to the Over-Allotment Option		116,858,197
Number of Ordinary Shares in issue following the Global Offer(2) (4)		6,922,713,511
Market capitalisation of the Company at the Offer Price(2) (4)		U.S.$59.2 billion
Estimated net proceeds of the Global Offer receivable by the Company(3)		U.S.$7.5 billion
Net proceeds of the Global Offer receivable by the Selling Shareholder(5) (5)		U.S.$2.1 billion

Notes:
1. Equivalent to U.S.$8.56 per Ordinary Share and HK$66.53 per Ordinary Share based on the GBP to U.S.$ exchange rate of £1.0000 = U.S.$1.6146, and the U.S.$ to HK$ exchange rate of U.S.$1.0000 = HK$7.7751. 2. Assuming no exercise of the Over-Allotment Option.
1. The estimated net proceeds receivable by the Company are stated after deduction of the estimated underwriting commissions and estimated expenses in respect of the Global Offer (including Swiss federal issuance stamp tax payable in connection with the Restructuring and the Global Offer and VAT) payable by the Company, which are currently expected to be approximately U.S.$434 million, assuming that the maximum amount of the Underwriters’ incentive commission will be paid and that the Over-Allotment Option is not exercised. The Company will not receive any portion of the proceeds resulting from the sale of the Sale Shares by the Selling Shareholder in the Global Offer (other than where proceeds are paid to Glencore in respect of tax liabilities settled by the Company on behalf of certain Existing Shareholders where the Glencore Group has a withholding tax or other legal obligation to do so and in certain cases to repay a small tranche of outstanding loans extended by companies within the Glencore Group). 2. Assuming that the Kazzinc Consideration Shares have not been issued. 3. The net proceeds receivable by the Selling Shareholder are stated after deduction of the underwriting commissions in respect of the Global Offer payable by the Selling Shareholder, which are approximately U.S.$36.8 million.

1. SHARE CAPITAL INFORMATION
2. Based on the number of Ordinary Shares to be issued in the Global Offer and assuming that the Over-Allotment Option is not exercised and that the Kazzinc Consideration Shares have not been issued, the authorised, issued and fully paid share capital of the Company immediately following Admission will be as follows:

Class		Authorised Number		Aggregate Nominal Value (U.S.$)		Issued and Paid Up Number		Aggregate Nominal Value (U.S.$)
Ordinary		50,000,000,000		500,000,000		6,922,713,511		69,227,135.11

• 1. The interests in the share capital of the Company of the Directors (all of which, unless otherwise stated, are beneficial or are interests of a person connected with a Director) at the Offer Price and assuming that the Over-Allotment Option is not exercised and that the Kazzinc Consideration Shares have not been issued, immediately prior to and following Admission are as follows:

		Immediately prior to Admission				Immediately following Admission
Name		No. of Ordinary Shares		Percentage of issued share capital		No. of Ordinary Shares		Percentage of issued share capital
Directors
Ivan Glasenberg		1,085,658,752		18.1		1,085,658,752		15.7
Steven Kalmin		70,523,154		1.2		70,523,154		1.0

1. SIGNIFICANT SHAREHOLDERS

Other than the interests of the Directors disclosed in paragraph 2.2 above and any interest that may arise under the Underwriting Agreement (assuming that the Over-Allotment Option is not exercised and that the Kazzinc Consideration Shares have not been issued), insofar as the Directors are aware, immediately prior to and following Admission, the following persons will be interested in three per cent. or more of the Company’s issued ordinary share capital at the Offer Price:

		Immediately prior to Admission				Immediately following Admission
Name		No. of Ordinary Shares		Percentage of issued share capital		No. of Ordinary Shares		Percentage of issued share capital
Daniel Francisco Maté Badenes		416,468,330		6.9		416,468,330		6.0
Aristotelis Mistakidis		411,730,597		6.9		411,730,597		5.9
Tor Peterson(1)		366,074,885		6.1		366,074,885		5.3
Alex Beard		320,260,410		5.3		320,260,410		4.6
Selling Shareholder		245,868,462		4.1		nil		nil

Note:
1. Within the meaning of Chapter 5 of the UK Disclosure and Transparency Rules, Tor Peterson is an indirect holder of 109,178,079 Ordinary Shares held by Cititrust (Switzerland) Limited pursuant to a fiduciary arrangement established for his benefit prior to the Restructuring. This indirect holding of Ordinary Shares is included in the above table.

The Company’s significant Shareholders do not have and will not have different voting rights attached to the Ordinary Shares they hold to those held by the other Shareholders.

1. SELLING SHAREHOLDER

In addition to the Ordinary Shares being issued by the Company in the Global Offer, 245,868,462 existing Ordinary Shares will be sold by the Selling Shareholder in the Global Offer (representing 3.6 per cent. of the issued Ordinary Share capital of the Company immediately following Admission assuming the Over-Allotment Option is not exercised and no Kazzinc Consideration Shares have been issued).

1. LOCK-UPS

Existing Shareholders’ Lock-ups

The Ordinary Shares that will be held by Existing Shareholders (including the Executive Directors) following completion of the Global Offer, and which will be subject to the Lock-Up Deeds as described in the Prospectus, will be in aggregate 5,754,131,538 Ordinary Shares (which represent 83.1 per cent. of the issued share capital of the Company (assuming that the Over-Allotment Option is not exercised and the Kazzinc Consideration Shares have not been issued)).

In the case of lock-up arrangements of two, four and five years, the percentage of each Existing Shareholder’s Ordinary Shares held at Admission that is subject to restrictions on Disposal decreases each year as described in the Prospectus. The percentage of the issued share capital of the Company following completion of the Global Offer that is subject to these lock-up arrangements is as follows:

	Percentage of issued share capital following completion of the Global Offer subject to lock-up arrangement of that period(1)
One year	22.0
Two years	12.0
Four years	32.4
Five years (Executive Directors)	16.7

Note:
1. Assuming that the Over-Allotment Option is not exercised and the Kazzinc Consideration Shares have not been issued.

Cornerstone Investors’ Lock-ups

The Ordinary Shares that will be acquired by Cornerstone Investors pursuant to the Cornerstone Investment Agreements following completion of the Global Offer, and which will be subject to the lock-up arrangements as described in the Prospectus, will in aggregate represent 5.2 per cent. of the issued share capital of the Company (assuming that the Over-Allotment Option is not exercised and the Kazzinc Consideration Shares have not been issued).

1. CONVERTIBLE BONDS

Following Admission, investors in the Convertible Bonds will be eligible to convert their bonds into Ordinary Shares, which would in total represent 5.5 per cent. of the total issued share capital of the Company following Admission and following conversion, assuming the Over-Allotment Option is not exercised and the Kazzinc Consideration Shares have not been issued.

The Convertible Bonds are convertible into approximately 403.4 million Ordinary Shares (subject to future adjustment).

1. DOCUMENTS AVAILABLE FOR INSPECTION

In addition to those documents set out in paragraph 28 of Section X: “Additional Information” of the Prospectus, copies of this document are available for inspection during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) for the life of this pricing statement at the London office of Linklaters LLP at One Silk Street, London, EC2Y 8HQ.

Copies of the Prospectus and this document are available free of charge in hard copy at the Company’s registered office at Queensway House, Hilgrove Street, St Helier, Jersey JE 1ES and at the London offices of the Joint Global Co-ordinators as set out in “Directors, Secretary, Head Office and Advisers” of the Prospectus. In addition, copies of the Prospectus and this document are available in soft copy on Glencore’s website at www.glencore.com.

Dated: 19 May 2011